CONTRACT FOR SALE OF REAL ESTATE
THIS CONTRACT FOR SALE OF REAL ESTATE (“Contract”), is made as of
the _____ day of December, 2009, by and between FABRICATED PLASTICS, INC. d/b/a
FPI Thermoplastic Technologies, a New Jersey Corporation (“FPI”) and MURRAY
BROTHERS REALTY, LLC, a New Jersey Limited Liability Company (“Murray”), each
with a mailing address 301 Ivyland Road, Warminster, Pennsylvania 07006 (FPI and Murray
shall collectively be referred to as the “Seller”), and ________________________ a
_______________ (or its assigns), with a mailing address of ("Purchaser" or “Buyer”).
1.0 PURCHASE AGREEMENT. The Seller agrees to sell and the Buyer agrees to buy
the Property (said term being defined in Section 3.0 hereof) in accordance with the
terms of this Contract.
2.0 PURCHASE PRICE. The purchase price (“Purchase Price”) for the property is
_____________________________________________ ($__________) DOLLARS
payable in currency of the United States of America as follows:
Initial Deposit upon execution of this
Agreement, to be held subject to
Paragraph 12 below $__________ (10% of
Upon closing of title by wire transfer, good and
certified cashier’s check, bank check
or attorney trust account check payable
on its face to the order of Seller $_______________
3.0 PROPERTY. The property to be sold consists of the land and all the buildings,
structures and fixtures located on the land (“Property”) located on Hanover Avenue in
Hanover Township, Morris County, New Jersey, commonly known as 178-180 Hanover
Avenue and 190 Hanover Avenue, being identified as Block 701, Lots 1, 2 and 3 on the
official tax maps, and as further described in the Exhibit A; together with all buildings,
improvements, rights, approvals, privileges, tenements, hereditaments, rights-of-way,
easements, appendages and appurtenances of such Property.
3.1 Personal Property. There is no personal property included in the sale,
however, Seller has the right, but not the obligation, to leave the items of
personal property, furniture and fixtures, files and any other items remaining
inside or outside of the buildings. It being understood by the parties herein
that the properties are not being left in broom swept condition. Whatever
personal property is remaining as of the Closing Date shall be the property of
4.0 SPECIAL CONDITIONS OF CLOSING.
4.1 Physical Condition of the Property. The Property is being sold on an “AS
IS” “WHERE IS” basis. The Seller does not make any claims or promises
about the condition or value of any of the Property included in this sale. The
Buyer represents and warrants to Seller that it has inspected the Property and
is relying exclusively on these inspections only. The Seller agrees to maintain
the grounds, buildings and improvements in their present condition subject to
ordinary wear and tear until closing. The acceptance of a deed by the Buyer
shall be deemed to be the full performance of every obligation on the part of
the Seller. Buyer acknowledges and agrees that except for Seller’s obligations
set forth in Section 4.3 hereof, Buyer shall have no claim against the Seller
after the closing of title concerning the physical state or condition of the
Property of whatsoever kind, including, without limitation, any Environmental
Condition (said term being defined in Section 220.127.116.11 hereof). Without
limitation to the generality of the foregoing sentence, Buyer agrees that Seller
shall have no liability or obligation with respect to any of the following:
(i) expenses, operation, income-producing potential, zoning, zoning
change, soil, physical and environmental condition, access, egress,
fitness for any specific use, merchantability, or the lie and
topography of the Property or any violations affecting the
(ii) any patent or latent defect in, about, under, adjacent or contiguous
to the Property;
(iii) any laws, ordinances or governmental regulations or requirements
pertaining to the Property or this transaction or any future use of
the Property contemplated by the Buyer;
(iv) any requisite approvals or commitments for Buyer’s contemplated
use, occupancy or financing; or
(v) any other matter affecting or relating to the Property, including its
current state of title, except as specifically set forth in this
4.2 Condition and Use of Property. By signing this Contract, Buyer represents
and warrants to Seller that (subject only to its rights during the Due Diligence
Period [said term being defined in Section 4.3 hereof]) it is fully satisfied with
the existing condition of the Property, and that it is suitable for any
contemplated use to which Buyer may hereafter determine to put the Property
to in the future.
4.2.1 The Seller makes no representations as to any item of construction or
any improvements or the utility systems or to the fixtures, if any, on the
4.2.2 The Seller will cooperate with Buyer at the Buyer’s sole cost and
expense to execute any documents or applications reasonably necessary to
conclude the transfer of title contemplated by this Contract. In this regard,
however, Buyer acknowledges that Seller’s cooperation obligation set forth in
this Section 4.2.2 is expressly given based upon Buyer’s representation and
warranty that: (i) this transaction is not subject to Buyer’s obtaining
approval(s) from any governmental authority as to any contemplated
prospective future use to which it may wish to put the Property to, on a post-
4.3 Due Diligence. The Property is being sold via public auction. Any due
diligence conducted by Buyer must have been done on or before the auction
date. No additional due diligence period is being afforded hereunder.
4.3.1 For the purposes of this Contract, the term “Environmental
Law” means any and all federal, state, county and municipal environmental
laws, ordinances, rules, regulations and/or orders which are in any way related
to the environment including but not limited to the Comprehensive
Environment Response Compensation and Liability Act of 1980, 42 U.S.C.
9601 et. Seq. (“CERCLA”); New Jersey Spill Compensation and Control Act,
N.J.S.A. 58:10-23.11 et. seq. (“Spill Act”); the Solid Waste Management Act,
N.J.S.A. 13:1K-1 et. seq. (“SWMA”); the Resource, Conservation and
Recovery Act, 42 U.S.C. 6901 et. seq. (“RCRA”); New Jersey Water
Pollution Control Act, N.J.S.A. 58:10A-1 et. seq., New Jersey Underground
Storage of Hazardous Substances Act, N.J.S.A. 58:10A-21 et. seq., New
Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et. seq. (“ISRA”). For
the purposes of this Contract, an “Environmental Condition” shall mean a
condition of the Property which constitutes a violation of any Environmental
Law or a condition which must be reported and remediated pursuant to any
4.4 INDUSTRIAL SITE RECOVERY ACT (“ISRA”) AND
ENVIRONMENTAL COMPLIANCE. Buyer shall be fully responsible to
ensure compliance with ISRA and any other environmental regulations
applicable to the transfer of this Property. Seller shall have no obligation to
Buyer, its legal representative, successors and/or assigns or anyone claiming
through Buyer or any of the respective affiliates of any of the foregoing, for
any environmental remediation or compliance with respect to the Property.
Buyer shall obtain any approval necessary from the New Jersey Department
of Environmental Protection (“DEP”) for the transfer of title hereunder prior
to the closing and shall provide Seller with proof of same. If Buyer fails to
obtain any such approval necessary for the transfer of title, Buyer shall
indemnify and hold Seller harmless from all loss, cost, expense, liability and
damage, including, but not limited to, reasonable attorneys’ fees, arising from
such failure. The provisions of this section shall survive the delivery of the
deed and closing of title.
4.40 ENVIRONMENTAL INDEMNIFICATION. The Buyer, for itself and on
behalf of its successors and/or assigns agrees to be bound by the following
“Buyer: (a) has had the Property inspected with respect to potential adverse
environmental surface and sub-surface conditions; and (b) as a result of such
inspections is satisfied with the environmental surface and sub-surface
condition of the Property. Buyer acknowledges that Seller specifically
disclaims any warranty, guaranty or representation, oral or written, past,
present or future, of, as to, or concerning:
(i) the nature and condition of the Property, including, without limitation,
the water, soil and geology, and the suitability thereof for any and all
activities and uses which Buyer, its successors and/or assigns may
elect to conduct thereon on a post-Closing basis; and
(ii) (ii) the existence of any environmental hazards or conditions thereon
(including the presence of asbestos, any existing above and/or below
ground fuel oil tanks or any other type of tanks) or compliance with all
currently applicable or future environmental laws, rules or regulations.
Buyer, by its acceptance of Seller’s Deed, for itself, its heirs,
successors and/or assigns, hereby agrees in perpetuity to indemnify,
save and hold Seller, its successors and/or assigns, harmless from and
against any and all liabilities or responsibility for the environmental
surface and/or sub-surface condition of the Property. This
indemnification shall include any legal fees, court costs and liabilities
of any nature whatsoever arising in connection with the indemnity.
Seller shall have no liability for Environmental Conditions or for
environmental compliance (defined as any obligation under any permit,
guidance rule, statute or regulation with respect to Environmental Conditions
at, under or about the Property or its operations thereof) (“Environmental
Compliance”) and Buyer shall assume and be solely responsible for, and shall
indemnify, save harmless and defend Seller against any and all Environmental
Conditions and Environmental Compliance issues arising from the Property.
This indemnity shall survive the Closing.
4.50 CERTIFICATE OF OCCUPANCY. In the event a certificate of
occupancy, or other inspection certificate, or other governmental approvals (including
compliance with ISRA) are required by any federal, state, county, or local
governmental authority or agency before the Property may be transferred by Seller to
Buyer, or used or occupied by Buyer, Buyer, at Buyer’s sole expense, shall have the
obligation to secure such certificates or approvals, and Buyer shall be responsible for
all costs incidental thereto. Buyer agrees to indemnify and hold the Seller harmless
with respect to any such costs or expenses, which indemnification shall include any
legal fees, court costs and any liabilities of any nature whatsoever arising in
connection with the indemnity. This paragraph shall survive the closing of title and
delivery of the Deed.
5.0 TRANSFER OF TITLE. At the closing, the Seller will transfer ownership of
the Property to the Buyer by Bargain and Sale Deed with covenants against Grantor’s
Acts (“Deed”). The Seller agrees to transfer and the Buyer agrees to accept
ownership of the Property subject to and as follows:
5.1.0 Seller shall convey title which is insurable at regular rates by a reputable title
company licensed by the State of New Jersey, free and clear of all encumbrances,
except that Buyer shall take subject to the following:
5.1.1 Covenants, easements, restrictions and agreements of record which limit the
use of the Property, but the Buyer may cancel if the foregoing are (1) presently
violated and (2) provide that the Property would be forfeited if they are violated.
However, the Buyer may not cancel this Contract if a reputable title insurance
company licensed to do business in New Jersey will insure against forfeiture of title
for such breach or violation.
5.1.2 The rights of utility companies to maintain, replace and repair pipes, poles,
cables and wires over, on and under the street, the part of the Property next to the
street or running to any improvement on the Property.
5.1.3 Any state of facts as an accurate survey may disclose, easements, and
restrictions not of record, if any, provided they do not render title uninsurable.
5.1.4 Zoning ordinances, all laws and regulations applicable to said Property, if
any, unless violated by the existing structures on the Property or the present use of
5.1.5 Consents for the erection of any structures on, under or above any street or
5.1.6 Encroachment of fences, stoops, areas, trim, cornices, if any, upon any street
5.1.7 Any matter that a title insurance company would ordinarily insure against
without an additional premium.
5.2.0 The Seller will give the Buyer a properly executed Deed and an adequate
Affidavit of Title. The Seller shall provide an Affidavit complying with §1445 of the
Internal Revenue Code of 1986 confirming that Seller is not a foreign person and
providing Seller’s tax identification number.
5.3.0 The Seller may pay and discharge any lien and encumbrance not provided
for herein from the Purchase Price to be paid by the Buyer at the title closing. The
existence of any such encumbrance which may be discharged by the payment of
money shall not in any event be deemed an objection to the title, provided that at the
time of closing the Seller pays or makes provision for the payment thereof or the title
company omits said item. The Buyer and Seller shall sign a joint closing statement,
and Seller shall pay the realty transfer tax.
5.3.1 In order to facilitate the satisfaction of any such lien or encumbrance, the
Buyer agrees to provide at the closing separate wire transfers, certified checks, bank
checks or attorney trust account checks as requested by the Seller, aggregating the
amount of the balance of the purchase price, provided that such request is made by
the Seller within a reasonable time prior to the Closing Date.
6.0 TIME AND PLACE OF CLOSING.
6.1.1 The closing of title (“Closing”) shall take place in New Jersey at a location to
be agreed upon by the Buyer and Seller. The closing of title hereunder shall take
place thirty (30) days after the execution of this Contract (“Closing Date”).
7.0 FINANCING CONTINGENCY. Expressly waived by Buyer.
8.0 SELLER’S REPRESENTATIONS.
8.1.0 Seller represents to the Buyer as follows:
8.1.1 Except as may be otherwise disclosed hereunder, to the best of Seller’s
knowledge, without diligent inquiry, there is no pending or threatened claim, action,
notice of violation or proceeding by any governmental authority or third person
respecting the Property arising out of any alleged violation of Environmental Law.
8.1.2 There are no leases or other rights of occupancy granted with respect to the
8.2.0 NON-SURVIVAL OF REPRESENTATIONS. None of the representations
made by the Seller in Section 8.1 above shall survive the closing of title and delivery
of the deed. In the event of a breach by the Seller of any of the aforesaid
representations, the sole remedy of the Buyer will be to cancel this Contract and
receive a refund of the Buyer’s deposit monies, with any interest thereon, together
with the Buyer’s reasonable costs for title and a survey, which shall not exceed
$500.00 in the aggregate, whereupon neither parties shall have any further obligations
or rights against the other hereunder except as may be specifically provided in other
provisions of this Contract.
9.0 BUYER’S REPRESENTATIONS.
9.1.0 Buyer represents to the Seller as follows:
9.1.1 Buyer is a __________ [state] __________ [corporation, LLC, etc.] in good
standing. This agreement has been duly and properly approved by all members of
said __________ [corporation, LLC, etc.]. No other action of any kind is required to
make this Agreement a valid and binding obligation of Buyer enforceable in
accordance with its terms.
9.1.2 Buyer shall have sufficient funds available to it through funds then on hand
and/or as are then available through prospective financing for which Buyer would
qualify in order to meet its responsibilities pursuant to this Contract, including,
without limitation, satisfaction of the Purchase Price.
9.1.3 That Buyer acknowledges and agrees that (i) All documents, reports, studies
and other information, if any, delivered or disclosed to Buyer by Seller (collectively,
the “Information”) is/are being provided to Buyer for informational purposes only
and only as an accommodation to Buyer; (ii) unless expressly stated otherwise, all of
the Information relates to the period from and after Seller’s acquisition of title to the
Property and Seller is not providing and will not provide to Buyer any documents,
reports, studies or other information regarding any aspect of Seller’s relationship with
any predecessor(s)-in-title; (iii) Seller has not made, is not making, and will not make
any representation, warranty or promise of any kind, oral or written, express or
implied, concerning the accuracy or completeness of all or any part of Information;
and (iv) any inaccuracy, incompleteness or deficiency in any part of the Information
shall be solely the risk and responsibility of Buyer and shall not be chargeable in any
respect to Seller.
10.0 ADJUSTMENTS AT CLOSING. The Buyer and Seller agree to adjust to the
following income and expenses as of the Closing Date: utility charges, water charges,
sewer charges, taxes, and other customary income and expenses.
10.1.0 The adjustment for taxes and sewer, if any, shall be on the basis of the fiscal
year for which assessed. If the closing shall occur before the final tax bill is fixed, the
tentative apportionment of real estate taxes shall be upon the basis of preliminary tax
bill for the Property.
10.2.0 Any mathematical error or omission in computing adjustments at the closing
shall be corrected promptly upon discovery.
11.0 CONTRACT DATE. This Contract is not an offer to sell and shall not be binding
until the same has been signed by both Buyer and Seller and accepted by Seller. The
date the Contract becomes binding as set forth in the preceding sentence shall be
deemed the “Contract Date.” Thereafter, this Contract shall be binding upon all
parties who sign it and all permitted parties, if any, who succeed to their rights and
12.0 ESCROW. All Deposit Monies paid pursuant to Section 2.0 of this Contract,
together with all interest accrued thereon, shall be held in escrow by
__________________ (hereinafter “Escrowee”) in a non-interest-bearing account.
Said Deposit Monies shall be held until the Closing Date, or appropriate action of
Buyer or Seller pursuant to this Paragraph 12, unless otherwise agreed to in writing
by the parties.
12.1.0 On the Closing Date, the Escrowee shall pay over the Deposit Monies to the
Seller and the parties hereby authorize such payment.
12.2.0 If this Contract is cancelled by either party pursuant to a provision in this
Contract, the Deposit Monies shall be paid over to the Buyer as provided in the
applicable provisions of this Contract.
12.3.0 Default by Buyer. If Buyer shall default in the performance of its obligation
under this Contract to purchase the Property and Seller elects not to pursue its remedy
of specific performance, the Buyer shall forfeit to Seller all of its right, title and
interest in and to the Deposit (inclusive of all accrued interest), it being acknowledged
that the actual damages suffered by Seller would be difficult to ascertain, that the
aforesaid payment of the Deposit constitutes liquidated damages under this Contract
and not a penalty, and that Buyer shall not have any further liability or obligation to
12.4.0 Default by Seller. In the event that Seller fails to perform its obligations
under this Agreement, Buyer may avail itself of any remedies available at law.
12.5.0 In the event title fails to close for any other reason, or in the event of a dispute
as to the proper disbursement upon the termination of this Contract, the Deposit
Monies will be disbursed by the Escrowee in accordance with written authorization
received by Escrowee from all parties to this Contract setting forth to whom the
Deposit Monies are to be distributed or pursuant to a final, non-appealable judgment,
order or decree of a court of competent jurisdiction. Notwithstanding anything to the
contrary contained in this Contract, the Escrowee shall have the right at any time to
deposit the Deposit Monies with a court of competent jurisdiction and shall give
notice of such deposit to the Seller and Buyer. The Escrowee may also, but is not
required to, bring any appropriate action or proceeding needed to make such deposit
or with respect thereto. Upon such deposit or other disbursement in accordance with
the terms of this paragraph, the Escrowee shall be relieved and discharged with all
further obligations and responsibilities hereunder.
12.6.0 The parties acknowledge that, although the Escrowee is holding the Deposit
Monies for the Seller’s account, for all other purposes the Escrowee is acting solely
as a stake-holder at the parties’ request and for their convenience and that the
Escrowee shall not be liable to either party for any act or omission on its part unless
taken or suffered in bad faith or willful disregard of this Contract. Seller and Buyer
severally agree to defend, indemnify and hold the Escrowee harmless from and
against all costs, claims, and expenses (including reasonable attorneys’ fees) incurred
in connection with the performance of the Escrowee’s duties hereunder, except with
respect to actions or omissions taken or suffered by the Escrowee in bad faith or total
disregard of this Contract.
12.7.0 The Escrowee or any member of its firm shall be permitted to act as counsel
for Seller in any dispute in connection with the disbursement of the Deposit Monies
(inclusive of all accrued interest) or any other dispute between the parties whether or
not the Escrowee is in possession of the Deposit Monies (inclusive of all accrued
interest) and continues to act as Escrowee.
13.0 SEVERABILITY. In the event that any one or more of the provisions of this
Contract shall be determined to be void or un-enforceable by a Court of competent
jurisdiction, or by Law, such determination shall not render the entire Agreement
invalid or un-enforceable, and the remaining provisions hereof shall remain in full
force and effect.
14.0 GOVERNING LAW. This Contract shall be construed, interpreted and enforced in
accordance with the laws of the State of New Jersey.
15.0 ENTIRE AGREEMENT. This Contract is the entire and only agreement between
the Buyer and the Seller. This Contract replaces and cancels any previous agreements
between the Buyer and the Seller. This Contract can only be changed by an
agreement in writing signed by both Buyer and Seller.
15.1 No representations, except as set forth herein or in the documents attached, if
any, have been made by or on behalf of the Seller to the Buyer, nor have any
representations been relied upon, except as set forth herein or any such documents
attached. Unless specifically provided to the contrary herein, any representation so
made by the Seller or relied upon by the Buyer shall not survive the closing of title
and delivery of the deed.
16.0 ASSIGNMENT. This Contract may not be assigned by Buyer except upon the
express written approval of the Seller in the exercise of the Seller’s sole discretion.
17.0 NOTICES. Any notice, demand or document which any party is required or any
party desires to give or deliver to or make upon any other party shall, in the case of a
notice or demand, be in writing, and may be given by facsimile transmission with a
hard copy following by first class mail postmarked of even date therewith, overnight
courier service (such as Federal Express, DHL, or Airborne Express), or by United
States registered or certified mail, return receipt requested, with postage prepaid,
addressed as follows:
If to Buyer:
With copy to:
If to Seller: FPI/Murray Brothers Realty, LLC
Sebastian Murray & Samuel Murray
c/o __________________________ (below)
With copy to: ______________________
Any party may designate a different address for itself by notice similarly given. Delivery
may also be made in person.
18.0 CONSTRUCTION. The Section headings herein are for convenience only, and
shall not be construed to limit or affect any provision of this Contract.
19.0 NUMBER AND GENDER. If it is required to make sense of this Contract, the use
of the singular shall encompass the plural and the use of the masculine shall
encompass the feminine and neuter.
20.0 RISK OF LOSS. The risk of loss or damage to the Property by fire or otherwise
until the delivery of said deed is assumed by the Seller.
21.0 CONDEMNATION. Seller represents that it has not received any notice of taking
or other notification of anticipated or pending condemnation proceedings affecting
the Property. If proceedings to condemn the Property, or any part thereof, commence
before the Closing, then Buyer shall have ten (10) days from its receipt of notice of
the proceedings in which to terminate this Agreement, in which event Seller shall
return to the Buyer the Deposit. If Buyer does not elect to terminate this Agreement,
then Buyer shall purchase the Property, in which event at the Closing, Seller shall
assign to Buyer all of Seller’s right, title and interest in and to any claim Seller may
have or award or settlement Seller may be entitled to receive in the condemnation
proceedings and credit Buyer with the amount of any condemnation proceeds
theretofore paid to or on behalf of Seller.
If Buyer purchases the Property as above provided and an award is rendered to or
settlement reached by and paid to Seller before the Closing, then the Purchase Price
shall be reduced by the full amount thereof. Seller agrees to promptly advise Buyer
in writing of any notice of taking or other notification of anticipated or pending
condemnation proceedings and further agrees to permit Buyer to participate in any
such condemnation proceeding as a “contract Buyer” if this Agreement is not
22.0 BROKER. Buyer and Seller represent and warrant each to each other that no real
estate or business broker was involved in the purchase and sale of the Property as
between the parties other than Great American Group Real Estate, LLC (“GAGRE”).
Buyer agrees to pay a Buyer’s Premium due GAGRE for the transaction
contemplated herein in the amount of 7% of the Purchase Price. Each party will
indemnify and hold harmless the other party from and against any and all other
claims, loss, liability, cost and expenses (including reasonable attorneys’ fees)
resulting from any claim, that may be made against said other party by any real estate
or business broker as a result of the breach by the indemnifying party of the foregoing
representation and warranty. This provision shall survive the closing of title and
delivery of the Deed.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
FABRICATED PLASTICS, INC.
d/b/a FPI Thermoplastic Technologies
Sebastian Murray, President
MURRAY BROTHERS REALTY, LLC
Sebastian Murray, Managing Member
__________________ [corporation, LLC, etc.]
I agree to act as Escrow Agent in accordance with the terms of this Agreement